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B A G Films & Media Ltd

BSE Code : 532507 | NSE Symbol : BAGFILMS | ISIN:INE116D01028| SECTOR: - |

NSE BSE
 
SMC up arrow

2.00

0.00 0.00 Volume 280564

06-Dec-2019 12:41:43

Prev. Close

2.00

Open Price

2.05

Bid Price (QTY)

1.90(48691)

Offer Price (QTY)

2.00(8886)

 

Today’s High/Low 2.05 - 2.05

52 wk High/Low 5.60 - 1.35

Key Stats

MARKET CAP (RS CR) 40.57
P/E 0
BOOK VALUE (RS) 13.4015803
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 0.152967034790666
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 100
4

News & Announcements

18-Nov-2019

B A G Films & Media reports consolidated net loss of Rs 5.41 crore in the September 2019 quarter

18-Nov-2019

B A G Films & Media Ltd - B.A.G Films and Media Limited - Updates

16-Nov-2019

B A G Films & Media Ltd - Announcement under Regulation 30 (LODR)-Newspaper Publication

15-Nov-2019

B A G Films & Media Ltd - B.A.G Films and Media Limited - Outcome of Board Meeting

01-Nov-2019

BAG Films & Media to convene board meeting

10-Aug-2019

BAG Films & Media schedules AGM

30-Jul-2019

s & Media announces board meeting date

15-May-2019

BAG Films & Media to discuss results

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
3rd Rock Multimedia Ltd 532066 3RDROCK
52 Weeks Entertainment Ltd 531925
Aastha Broadcasting Network Ltd 503673
AMGF Intercorp Ltd 40267
Asian Films Production & Distribution Ltd 532047
Baba Arts Ltd 532380
Balaji Telefilms Ltd 532382 BALAJITELE
BGIL Films & Technologies Ltd 511664
BMB Music & Magnetics Ltd 531420
Broadcast Initiatives Ltd 532816 BROADCAST
CDI International Ltd 526141 COMPACDISC
Channel Nine Entertainment Ltd 535142
Cineline India Ltd 532807 CINELINE
Cinemax India Ltd(Merged) 534711 CINEMAXIN
Cinerad Communications Ltd 530457
Cinevista Ltd 532324 CINEVISTA
City Pulse Multiplex Ltd 542727
Colorchips New Media Ltd 540023
Creative Eye Ltd 532392 CREATIVEYE
Credence Sound & Vision Ltd 526741
Crest Animation Studios Ltd 526785 CRESTANI
Cyber Media (India) Ltd 532640 CYBERMEDIA
D B Corp Ltd 533151 DBCORP
Deccan Chronicle Holdings Ltd 532608 DCHL
Den Networks Ltd 533137 DEN
Digicontent Ltd 542685 DGCONTENT
Diksat Transworld Ltd 540151
Diligent Media Corporation Ltd 540789 DNAMEDIA
Dish TV India Ltd 532839 DISHTV
Divine Entertainment Ltd 531907
Divine Multimedia (India) Ltd 523810
DQ Entertainment International Ltd 533176 DQE
DSJ Communication Ltd 526677 DALALSTCOM
Eduexel Infotainment Ltd 526483
Entertainment Network (India) Ltd 532700 ENIL
Eros International Media Ltd 533261 EROSMEDIA
ETC Networks Ltd (Merged) 506156 ETCNETWORK
ETC Networks Ltd(merged) 532615 ETCNET
Fame India Ltd(Merged) 532631 FAME
Fast Track Entertainment Ltd 532084
Filmcity Media Ltd 531486
G V Films Ltd 523277
Galaxy Cloud Kitchens Ltd 506186
Ganesh Films India Ltd 541703
Giriraj Entertainment Ltd 532037
Global Films & Broadcasting Ltd 531660
Goldfish Entertainment Ltd 531251
Gradiente Infotainment Ltd 590126
GTPL Hathway Ltd 540602 GTPL
H T Media Ltd 532662 HTMEDIA
Hathway Bhawani Cabletel & Datacom Ltd 509073
Hathway Cable & Datacom Ltd 533162 HATHWAY
Hindustan Media Ventures Ltd 533217 HMVL
Inhouse Productions Ltd 526610
Inox Leisure Ltd 532706 INOXLEISUR
Jagran Prakashan Ltd 532705 JAGRAN
Jain Studios Ltd 532033 JAINSTUDIO
Jump Networks Ltd 531337 JUMPNET
Khyati Multimedia Entertainment Ltd 531692
Koffee Break Pictures Ltd 531602
Kohinoor Broadcasting Corporation Ltd 531366
Kome-on Communication Ltd 539910
KSS Ltd 532081 KSERASERA
Landmarc Leisure Corporation Ltd 532275
Lila Worldwide Ltd 531894 VATSMUSC
Madhya Pradesh Today Media Ltd 535009 MPTODAY
Media Matrix Worldwide Ltd 512267 MMWL
Mediaone Global Entertainment Ltd 503685
Midvalley Entertainment Ltd 533310
Moving Picture Company (I) Ltd 590011
Mukta Arts Ltd 532357 MUKTAARTS
Music Broadcast Ltd 540366 RADIOCITY
New Delhi Television Ltd 532529 NDTV
Next Mediaworks Ltd 532416 NEXTMEDIA
Nextgen Animation Mediaa Ltd 532999
Nine Media & Information Services Ltd 531150
Odyssey Video Communications Ltd 517465
Onesource Techmedia Ltd 535647
Orient Tradelink Ltd 531512
Ortel Communications Ltd 539015 ORTEL
P. B. Films Ltd 539352
Padmalaya Telefilms Ltd 532350 PADMALAYAT
Pentamedia Graphics Ltd 500329 PENTSFWARE
Picturehouse Media Ltd 532355
Pooja Entertainment & Films Ltd 532011
Prime Focus Ltd 532748 PFOCUS
Pritish Nandy Communications Ltd 532387 PNC
Purple Entertainment Ltd 540159
PVR Ltd 532689 PVR
Pyramid Saimira Theatre Ltd 532791 PSTL
Radaan Mediaworks (I) Ltd 590070 RADAAN
Radan Multimedia Ltd 523451
Raj Television Network Ltd 532826 RAJTV
Reliance Broadcast Network Ltd 533143 RBN
Reliance MediaWorks Ltd 532399 RELMEDIA
SAB Events & Governance Now Media Ltd 540081 SABEVENTS
Sadhna Broadcast Ltd 540821
Sagar Productions Ltd 532092
Sahara One Media and Entertainment Ltd 503691
Sai Television Ltd 521321 SAITELE
Sambhaav Media Ltd 511630 SAMBHAAV
Saregama India Ltd 532163 SAREGAMA
Sea TV Network Ltd 533268
Shalimar Productions Ltd 512499
Shemaroo Entertainment Ltd 538685 SHEMAROO
Shree Ashtavinayak Cine Vision Ltd 532793 SHREEASHTA
Sibar Media & Entertainment Ltd 532353
Silly Monks Entertainment Ltd 535043 SILLYMONKS
Siti Networks Ltd 532795 SITINET
Sowbhagya Media Ltd 532025
Spicy Entertainment & Media Ltd 540084
Sri Adhikari Brothers Television Network Ltd 530943 SABTN
Srishti Video Corp Ltd 517366 SRISHTIVID
SRS Ltd 533569 SRSLTD
Sun TV Network Ltd 532733 SUNTV
T.V. Today Network Ltd 532515 TVTODAY
Television Eighteen India Ltd (Merged) 532299 TV-18
Think Ink Studio Ltd 539310
Tips Industries Ltd 532375 TIPSINDLTD
Trilogic Digital Media Ltd 531712
TV Vision Ltd 540083 TVVISION
TV18 Broadcast Ltd 532800 TV18BRDCST
UFO Moviez India Ltd 539141 UFO
Unistar Multimedia Ltd 532035
Universal Arts Ltd 532378
Universal Media Network Ltd 531790
UTV Software Communications Ltd 532619 UTVSOF
V R Films & Studios Ltd 542654
Veronica Production Ltd 531695
Via Media India Ltd 526759
Vision Cinemas Ltd 526441
Vision Corporation Ltd 531668
Zee Entertainment Enterprises Ltd 505537 ZEEL
Zee Media Corporation Ltd 532794 ZEEMEDIA

Share Holding

Category No. of shares Percentage
Total Foreign 1333275 0.67
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 22209755 11.22
Total Promoters 89533658 45.24
Total Public & others 84841402 42.86
Total 197918090 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About B A G Films & Media Ltd

Incorporated in 1993,BAG Films and media Ltd is an integrated media and entertainment company.The company focuses on TV and film production, media education, new media and convergence. It also primarily operates in television and radio broadcasting business. The company produces approximately 40 programmes including news, chat shows, current affairs, entertainment, soaps, audience-based shows and infotainment.

B A G Films & Media Ltd Chairman Speech

B A G Films & Media Ltd Company History

Incorporated in 1993,BAG Films and media Ltd is an integrated media and entertainment company.The company focuses on TV and film production, media education, new media and convergence. It also primarily operates in television and radio broadcasting business. The company produces approximately 40 programmes including news, chat shows, current affairs, entertainment, soaps, audience-based shows and infotainment.

B A G Films & Media Ltd Directors Reports

To,

The Members,

B.A.G. Films and Media Limited

Your Directors have pleasure in presenting their 26th Annual Report on business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

In compliance with the provisions ofthe Companies Act, 2013 (‘the Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the Financial year 2018-19. The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rupees in Lakhs)

Particulars

Standalone

consolidated

2018-19 2017-18 2018-19 2017-18
Total Income 2564.00 2,505.99 14685.86 13,316.14
Profit before Depreciation & Financial Charges 1383.08 1,529.65 3121.90 2,787.26
Financial Charges 444.79 757.58 1315.51 1,384.67
Cash Profit 938.29 772.07 1806.39 1,402.59
Depreciation 849.53 1,227.63 1313.04 1,697.46
Profit before Tax 88.76 (455.56) 493.35 (294.87)
Provision for Tax (45.62) (167.17) (3.77) (147.42)
Profit after Tax 134.38 (288.39) 497.12 (147.45)
Proposed Dividend Nil Nil Nil Nil

COMPANY PERFORMANCE/ STATE OF COMPANY'S AFFAIRS

During the year under review, the standalone total income from operations of the company is Rs. 2564.00 Lakhs against Rs. 2,505.99 Lakhs during the previous financial year. As per the Consolidated Accounts, the total income increased from Rs. 13,316.14 Lakhs to Rs. 14685.86 Lakhs during the year. As a strategy, we focused on revenue growth and cost optimizing thereby improving bottom line. There was standalone Cash profit of Rs. 938.29 Lakhs as against Rs. 772.07 Lakhs in previous year.

Going forward, we will continue to deploy our financial resources in opportunities that have the most favorable risk return profile. Our TV content and production business remains stable and profitable business.

B.A.G. Films and Media Limited (hereinafter referred as BAG) holds the unique distinction of producing programmes of all genres for a range of TV channels and audience. Our Television business continues to perform well. We are proactive with our content pipeline and evolve new genres before the market evolves.

We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. We will continue to focus on creating more high impact content for the daily shows as they are more economical and profitable.

We are consistently building capacity and capabilities to provide relevant content on a regular basis in the digital space. We maintain a strong leadership spot in the TV business with our unmatched creative production capacity to develop shows catering to a diverse set of audience.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2019.

DIVIDEND

The Directors are of the view that resources of the Company need to be conserved for its future growth plans and hence do not recommend any dividend for the financial year 201819.

GENERAL RESERVE

The Company has not transferred any amount to General Reserve for the financial year ended March 31, 2019.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 (herein after referred as "the Act"), relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, the Company has no unclaimed and/or unpaid dividend amount for a period of seven years or more.

DIRECTORS

There are four Directors on the Board of your Company, comprising of two Independent Directors, a Non-Executive Director and a Chairperson cum Managing Director (CMD).

Besides, Ms. Anuradha Prasad Shukla, as the Chairperson cum Managing Director the Board of the Company has one women Independent Director, viz. Ms. Urmila Gupta.

Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Appointments/ Resignations from the Board of Directors

During the financial year under review, there was no change in the Board of Directors of the Company.

Ms. Anuradha Mishra, Independent Director resigned from the Board of Directors with effect from April 01, 2019.

Re-appointment of Independent Directors

Ms. Urmila Gupta, Independent Director will be completing her present term as an Independent Director of the Company on June 24, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on August 27, 2018 and by approval of shareholders by special resolution at 25th Annual General Meeting dated 25.09.2018, re-appointed Ms. Urmila Gupta, as an Independent Director of the Company for a further term of five years with effect from June 25, 2019.

Appointments/ Resignations of the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company. Ms. Anuradha Prasad Shukla, Chairperson cum Managing Director, Mr. Ajay Jain, Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the Company are the Key Managerial Personnel as per the provisions of the Act.

Directors retiring by rotation

Mr. Sudhir Shukla, Non-Executive Director, is liable to retire by rotation at the ensuing 26th Annual General Meeting (AGM), pursuant to Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the Articles of Association of the Company and being eligible has offered himself for re-appointment.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non- Executive/ Independent Directors of the Company. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail.

Schedule IV of the Act read with corporate governance requirements as prescribed by under the SEBI Listing Regulations mandate that annual performance evaluation of Independent Directors should be carried out by other directors to the exclusion of Directors being evaluated.

The evaluation of the Board as a whole, its Committees and individual directors was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in the Annual Report. The Board approved the evaluation process results of the Company.

Meetings

During the year under review, the Board of Directors of your Company met five times. The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report.

Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board. The terms of reference of Board Committees are determined by the Board from time to time.

In compliance with the requirements of the Act and SEBI Listing Regulations, the Board had constituted various Board Committees including:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. ESOP Compensation Committee

5. Nomination and Remuneration Committee

6. Securities Committee

The details of scope, constitution and terms of reference, membership, composition and number of meeting held during the year under review along with attendance of the committee members are provided in Corporate Governance Report Section of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors to the best of their knowledge hereby state and confirm that: -

a) in the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2019 and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts of the Company on a ‘going concern' basis.

e) the internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and operating effectively. and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31, 2019 out of which one is Wholly Owned Foreign Subsidiary. There is no associate company within the meaning of Section 2(6) of the Act.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms. In the age of social media, News24 has been able to maintain its credibility and profitability.

News24, Hindi news channel is also available throughout West Asia and the MENA Region on DU network.

E24 Glamour Limited

E24, a 24 hours Bollywood Entertainment channel operating through its subsidiary E24 Glamour Limited, known as Bollywood's first news channel has managed to attract audience of all age groups and succeeded in creating a new genre in television entertainment.

E24, now available throughout west Asia and the MENA region on DU network has gained popularity in international market too.

Skyline Radio Network Limited

FM radio stations, on frequency 106.4 in the name of "Dhamaal24 - Har Khushi hai Jahan" operating through its subsidiary Skyline Radio Network Limited is now the voice of the regions and many of its shows are household names in all ten cities where it is operational i.e.Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of the Company. The Company is non-operational.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the SEBI Listing Regulations as amended from time to time. The Policy as approved by the Board has been uploaded on the Company's website www.bagnetwork24.in.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company's website www. bagnetwork24.in.

Pursuant to provisions of section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company which forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92(3) and section 134(3) (a) of the Act as on March 31, 2019 is annexed as Annexure i which forms as integral part of this Report and is also available on company's website www.bagnetwork24.in.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipments. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipments with more energy- efficient equipments.

TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to Technology Absorption do not apply to the Company. The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2018-19, your Company's foreign exchange earning was nil and foreign exchange outgoings were Rs. 3,917,763.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators/ Courts/Tribunals impacting the going concern status and Company's operations in future.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the

Internal Audit function reports to the Chairman of the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR iNVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements which forming integral part of this Report.

RISK MANAGEMENT POLICY

In accordance with the requirements of the Act, the Company has adopted Risk Management Policy, approved by Board and established a risk management framework to identify, mitigate and control the risk and threat. The risk management framework is reviewed periodically by the Board and the Audit Committee.

An abridged policy on risk management has been placed on the company's website www.bagnetwork24.in.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 as amended.

Fixed Deposits

During the year under review, your Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment Corporate Social Responsibility initiatives though mandatory contribution is not yet applicable on the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

NOMINATION AND REMUNERATION POLicY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection & appointment of Directors, Senior Management and their remuneration in compliance with provisions of section 178 of the Act and Regulation 19 of the SEBI Listing Regulations as amended from time to time.

The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act, is available on our company's website at www.bagnetwork24. in and annexed in Annexure II forming integral part of the Board's Report.

RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions as approved by the Board of Directors, in line with the requirements of the Act and SEBI Listing Regulations, has been uploaded on the Company's website www.bagnetwork24.in. None of the directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and related parties. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Arm's Length Price. All Related Party Transactions entered during the year were in ordinary course of the business and on Arm's Length Price. All Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The particulars of related parties transactions referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC -2 in Annexure III forming part of the Board's Report.

VIGIL MEcHANISM

The company has a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee.

The details of the Whistle Blower Policy are posted on the website of the Company at www.bagnetwork24.in.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on September 26, 2017 for a term of five consecutive years on remuneration mutually agreed upon by the Board of Directors and Statutory Auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Pursuant to the amendments made to Section 139 of the Act by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

Qualification in Auditors reports

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by M/s. Kumar Khare & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year 2018-19.

There is no instance of fraud during the year under review which requires the statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and Rules framed thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No. 3222) to undertake the Secretarial Audit of the Company for the financial year 2018-19.

Pursuant to the provision of section 204 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2019 is annexed as Annexure IV and forms an integral part of this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Act.

A Secretarial Compliance Report for the Financial year ended March 31, 2019 on compliance of all applicable SEBI Listing Regulations and circulars / guidances issued thereunder was obtained from M/s Balika Sharma & Associates and Submitted to the both stock exchanges.

LISTING

The equity shares of the Company are listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from company's Statutory Auditors certify on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms an integral part of this Report.

MANAGEMENT DIScUSSioN AND ANALYSIS REPoRT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is provided in separate section and forms an integral part of this Report.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) modified from time to time applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company's website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to regulate, monitor, report trading by designated persons to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The said Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The said policy was updated and adopted by the Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Besides, the Company has also formulated code of Practice and Procedures for fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are applicable to Directors/officers/connected person/ designated employee of the Company and their immediate relatives. The full text of the Code is available on the website of Company under "Code of Conduct & Policies" and can be accessed at Company's website www.bagnetwork24.in.

SHARE CAPITAL

Preferential Allotment

The Authorized Share Capital of the Company as on March 31, 2019 was Rs. 550,000,000/- divided into 275,000,000 Equity Shares of Rs. 2/- each.

During the financial year under review, company had allotted 9,800,000 equity shares by conversion of equal number of warrants at a price of Rs. 4.70/- per Equity Share ("Conversion Price" including a premium of Rs. 2.70/- per Equity Share) to Skyline Tele Media Services Limited under promoter group on preferential basis. The paid up Equity Share Capital as on March 31, 2019 was Rs. 395,836,180/- (including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity shares of Rs. 2/- each.

PARTICULARS OF EMPLOYEES

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as part of this Board's report.

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection by the members at registered office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All employees are covered under this policy. No complaint has been registered with the Company during the year.

Material events, changes and commitments occurred between the end of Financial Year to which the Financial Statement relates and the Date of the Report:

No material events, changes and commitments have occurred between the end of Financial Year 2018-19 and the date of this Report which have effect over the financial position of the company except resignation of Ms. Anuradha Mishra, Independent Director of the Company with effect from April 01, 2019.

Additional information

The consolidated financial statements of the Company form part of this Annual Report. The Audited Annual Accounts and related information of the Company's subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company's registered office in Delhi, India. The subsidiary companies' documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

ACKNOWLEDGEMENTS

Your Directors thank the Central and State Government Departments, organizations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. viewers, producers, vendors, members, stock exchanges, auditors, consultants, dealer's banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company's well being.

For and on behalf of the Board of Directors
B.A.G. Films and Media Limited
Anuradha Prasad Shukla
Chairperson cum Managing Director
DIN: 00010716
Place: Noida
Date: May 29, 2019

   

B A G Films & Media Ltd Company Background

Anurradha PrasadAnurradha Prasad
Incorporation Year1993
Registered Office352 Aggarwal Plaza,Plot No 8 Kondli
New Delhi,New Delhi-110096
Telephone91-120-391 1444,Managing Director
Fax91-120-391 1401
Company SecretaryRajeev Parashar
AuditorKumar Khare & Co
Face Value2
Market Lot1
ListingBSE,NSE,
RegistrarAlankit Assignments Ltd
Alankit Heights ,1E/13 Jhandewalan Ex, ,New Delhi-110055

B A G Films & Media Ltd Company Management

Director NameDirector DesignationYear
Anurradha Prasad Chairperson & M D 2018
Rajeev Parashar Company Secretary 2018
Sudhir Shukla Director 2018
Urmila Gupta Independent Director 2018
Pankaj Chaturvedi Independent Director 2018

B A G Films & Media Ltd Listing Information

B A G Films & Media Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Income From ServicesNA00016.67649
Other Operating IncomeNA0008.71937

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